|                                                                |
|----------------------------------------------------------------|
|                                                                |  |  |
| Indiana                                                        |   | 38-3354643 |
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. EmployerIdentification No.) |
|                                                           |   |   |
| 2135 West Maple Road Troy, Michigan                       |   | 48084-7186 |
| (Address of principal executive offices)                       |   | (Zip Code) |

|                            |
|----------------------------|
|                            |  |  |
| Title of each class        |   | Name of each exchange on which registered |
| Common Stock, $1 Par Value |   | New York Stock Exchange |

|     |
|-----|
|     |  |  |  |  |
| Yes | x |   | No |  ̈ |

|     |
|-----|
|     |  |  |  |  |
| Yes |  ̈ |   | No | x |

|     |
|-----|
|     |  |  |  |  |
| Yes | x |   | No |  ̈ |

|     |
|-----|
|     |  |  |  |  |
| Yes | x |   | No |  ̈ |

|                         |
|-------------------------|
|                         |  |  |  |  |  |
| Large accelerated filer | x |   |   | Accelerated filer |  ̈ |
| Non-accelerated filer   |  ̈ | (Do not check if a smaller reporting company) |   | Smaller reporting company |  ̈ |

|     |
|-----|
|     |  |  |  |  |
| Yes |  ̈ |   | No | x |

----

----

----

----

|                              |
|------------------------------|
|                              |
| /s/ DELOITTE TOUCHE TOHMATSU |
| DELOITTE TOUCHE TOHMATSU     |
| Auditores Independentes      |

----

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |  |  |  |  |  |  |
| ASSETS                                             |   | Note |   | 12/31/2014 |   | 12/31/2013 |
| CURRENT ASSETS                                     |   |   |   | Unaudited |   |   |
| Cash and cash equivalents                          |   | 4 |   | 176,274 |  |   | 71,252 |  |
| Short-term investments not immediately redeemable  |   | 5 |   | 18,546 |  |   | 34,085 |  |
| Trade receivables                                  |   | 6 |   | 28,989 |  |   | 45,236 |  |
| Recoverable taxes                                  |   | 7 |   | 7,231 |  |   | 6,521 |  |
| Inventories                                        |   | 8 |   | 41,937 |  |   | 57,210 |  |
| Prepaid expenses                                   |   |   |   | 481 |  |   | 364 |  |
| Other receivables                                  |   |   |   | 684 |  |   | 1,002 |  |
| Total current assets                               |   |   |   | 274,142 |  |   | 215,670 |  |
| NON-CURRENT ASSETS                                 |   |   |   |   |   |   |
| Recoverable taxes                                  |   | 7 |   | 609 |  |   | 987 |  |
| Retirement benefit plan                            |   | 14 |   | 140 |  |   | 451 |  |
| Escrow deposits                                    |   |   |   | 642 |  |   | 606 |  |
| Other investments                                  |   |   |   | 26 |  |   | 26 |  |
| Property, plant and equipment                      |   | 10 |   | 90,027 |  |   | 92,044 |  |
| Intangible assets                                  |   | 11 |   | 8,235 |  |   | 8,751 |  |
| Total non-current assets                           |   |   |   | 99,679 |  |  | 102,865 |  |
| TOTAL ASSETS                                       |   |   |   | 373,821 |  |  | 318,535 |  |
|                                               |   |   |   |   |   |   |
| LIABILITIES AND EQUITY                             |   | Note |   | 12/31/2014 |  |   | 12/31/2013 |  |
| CURRENT LIABILITIES                                |   |   |   | Unaudited |   |  |
| Trade payables                                     |   |   |   | 11,991 |  |   | 15,593 |  |
| Borrowings and financing                           |   | 12 |   | 2,767 |  |   | 605 |  |
| Taxes and contributions payable                    |   |   |   | 3,441 |  |   | 3,396 |  |
| Salaries payable                                   |   |   |   | 892 |  |   | 1,074 |  |
| Accrued vacation and related taxes                 |   |   |   | 2,438 |  |   | 4,271 |  |
| Dividends and interest on capital payable          |   | 18 |   | 30,992 |  |   | 42,266 |  |
| Employee and management profit sharing             |   |   |   | 2,805 |  |   | 2,997 |  |
| Advances from customers                            |   |   |   | 598 |  |   | 1,743 |  |
| Amounts due to related parties                     |   | 13 |   | 150 |  |   | 150 |  |
| Other payables                                     |   |   |   | 3,648 |  |   | 1,813 |  |
| Total current liabilities                          |   |   |   | 59,722 |  |   | 73,908 |  |
| NON-CURRENT LIABILITIES                            |   |   |   |   |   |   |
| Borrowings and financing                           |   | 12 |   | 181,154 |  |   | 110,078 |  |
| Amounts due to related parties                     |   | 13 |   | 602 |  |   | 753 |  |
| Provision for tax, social security and labor risks |   | 15 |   | 340 |  |   | 182 |  |
| Contributions payable                              |   |   |   | 1,512 |  |   | 2,273 |  |
| Deferred taxes                                     |   | 21 |   | 5,427 |  |   | 4,779 |  |
| Other payables                                     |   |   |   | 164 |  |   | 440 |  |
| Total non-current liabilities                      |   |   |   | 189,199 |  |   | 118,505 |  |
| EQUITY                                             |   |   |   |   |   |   |
| Share capital                                      |   | 17 |   | 60,000 |  |   | 60,000 |  |
| Earnings reserve                                   |   |   |   | 59,492 |  |   | 59,492 |  |
| Retained earnings                                  |   |   |   | 5,408 |  |   | 6,630 |  |
| Total equity                                       |   |   |   | 124,900 |  |  | 126,122 |  |
| TOTAL LIABILITIES AND EQUITY                       |   |   |   | 373,821 |  |  | 318,535 |  |

----

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |  |  |  |  |  |  |
|                                              | Note |   | 2014 |   | 2013 |   | 2012 |
|                                              |   |   | Unaudited |   |   |   | Unaudited |
| NET OPERATING REVENUE                             | 19 |   | 433,221 |  |   | 518,063 |  |   | 379,419 |  |
| COST OF SALES AND SERVICES                        | 20 |   | (361,577 | ) |   | (422,131 | ) |   | (316,358 | ) |
| GROSS PROFIT                                      |   |   | 71,644 |  |   | 95,932 |  |   | 63,061 |  |
|                                              |   |   |   |   |   |   |   |
| OPERATING INCOME (EXPENSES)                       |   |   |   |   |   |   |   |
| Selling expenses                                  | 20 |   | (18,119 | ) |   | (19,325 | ) |   | (13,034 | ) |
| General and administrative expenses               | 20 |   | (16,495 | ) |   | (17,396 | ) |   | (14,922 | ) |
| Equity in associate                               | 9 |   | — |  |   | 15,385 |  |   | 22,922 |  |
| Other operating expenses, net                     | 20 |   | (4,070 | ) |   | (4,408 | ) |   | (1,896 | ) |
|                                              |   |   | (38,684 | ) |   | (25,744 | ) |   | (6,930 | ) |
| OPERATING PROFIT BEFORE FINANCE INCOME (EXPENSES) |   |   | 32,960 |  |  | 70,188 |  |   | 56,131 |  |
|                                              |   |   |   |   |   |   |   |
| FINANCE INCOME (EXPENSES)                         |   |   |   |   |   |   |   |
| Finance income                                    | 22 |   | 20,222 |  |   | 13,332 |  |   | 15,054 |  |
| Finance expense                                   | 22 |   | (11,680 | ) |   | (9,038 | ) |   | (7,754 | ) |
| Foreign exchange gains                            | 22 |   | — |  |   | 699 |  |   | 488 |  |
| Finance income (expense), net                     |   |   | 8,542 |  |   | 4,993 |  |   | 7,788 |  |
| PROFIT BEFORE INCOME TAX AND SOCIAL CONTRIBUTION  |   |   | 41,502 |  |  | 75,181 |  |   | 63,919 |  |
|                                              |   |   |   |   |   |   |   |
| INCOME TAX AND SOCIAL CONTRIBUTION                |   |   |   |   |   |   |   |
| Current                                           | 21 |   | (10,118 | ) |   | (15,336 | ) |   | (8,743 | ) |
| Deferred                                          | 21 |   | (672 | ) |   | (824 | ) |   | (1,618 | ) |
| NET PROFIT FOR THE YEAR                           |   |   | 30,712 |  |  | 59,021 |  |   | 53,558 |  |

----

|                                                                                             |
|---------------------------------------------------------------------------------------------|
|                                                                                             |  |  |  |  |  |  |  |  |
|                                                                                        | 2014 |   | 2013 |   | 2012 |
|                                                                                        | Unaudited |   |   |   | Unaudited |  |
| NET PROFIT FOR THE YEAR                                                                     | 30,712 |  |   | 59,021 |  |   | 53,558 |  |
|                                                                                        |   |   |   |   |   |
| OTHER COMPREHENSIVE INCOME                                                                  |   |   |   |   |   |
| Items that will be reclassified subsequently to profit for the year:                        |   |   |   |   |   |
| Actuarial gains (losses) on retirement benefit plan                                         | (70 | ) |   | (1 | ) |   | 97 |  |
| Deferred income tax and social contribution on other comprehensive income                   | 24 |  |   | — |  |   | (33 | ) |
| Other comprehensive income of associate accounted for under the equity method of accounting | — |  |   | — |  |   | 46 |  |
|                                                                                        | (46 | ) |   | (1 | ) |   | 110 |  |
| COMPREHENSIVE INCOME FOR THE YEAR                                                           | 30,666 |  |  | 59,020 |  |   | 53,668 |  |

----

|                                          |
|------------------------------------------|
|                                          |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                     | Note |   | Share Capital |   | Earningsreserve |   | Retainedearnings |   | Total |
| BALANCES AT JANUARY 01, 2012             |   |   | 160,000 |  |   | 129,216 |  |   | 17,360 |  |   | 306,576 |  |
|                                     |   |   |   |   |   |   |   |   |   |
| Net profit for the year                  |   |   | — |  |   | — |  |   | 53,558 |  |   | 53,558 |  |
| Other comprehensive income               |   |   | — |  |   | — |  |   | 110 |  |   | 110 |  |
| Comprehensive income for the year        |  |  | — |  |  | — |  |  | 53,668 |  |  | 53,668 |  |
| Prepaid dividends                        |   |   | — |  |   | — |  |   | (1,205 | ) |   | (1,205 | ) |
| Interest on capital                      |   |   | — |  |   | — |  |   | (14,986 | ) |   | (14,986 | ) |
| Payment of dividends                     |   |   | — |  |   | (62,854 | ) |   | — |  |   | (62,854 | ) |
| Earnings reserve                         |   |   | — |  |   | 39,583 |  |   | (39,583 | ) |   | — |  |
| BALANCE AT DECEMBER 31, 2012 (Unaudited) |   |   | 160,000 |  |  | 105,945 |  |  | 15,254 |  |  | 281,199 |  |
|                                     |   |   |   |   |   |   |   |   |   |
| Net profit for the year                  |   |   | — |  |   | — |  |   | 59,021 |  |   | 59,021 |  |
| Other comprehensive income               |   |   | — |  |   | — |  |   | (1 | ) |   | (1 | ) |
| Comprehensive income for the year        |   |   | — |  |   | — |  |   | 59,020 |  |   | 59,020 |  |
| Capital reduction                        | 17 |   | (126,003 | ) |   | (9,649 | ) |   | (7,048 | ) |   | (142,700 | ) |
| Capital increase                         | 17 |   | 26,003 |  |   | (26,003 | ) |   | — |  |   | — |  |
| Payment of dividends                     | 18 |   | — |  |   | (26,522 | ) |   | — |  |   | (26,522 | ) |
| Interest on capital                      | 18 |   | — |  |   | — |  |   | (8,952 | ) |   | (8,952 | ) |
| Distribution of dividends                | 18 |   | — |  |   | — |  |   | (35,923 | ) |   | (35,923 | ) |
| Earnings reserve                         |   |   | — |  |   | 15,721 |  |   | (15,721 | ) |   | — |  |
| BALANCES AT DECEMBER 31, 2013            |   |   | 60,000 |  |   | 59,492 |  |   | 6,630 |  |   | 126,122 |  |
|                                     |   |   |   |   |   |   |   |   |   |
| Net profit for the year                  |   |   | — |  |   | — |  |   | 30,712 |  |   | 30,712 |  |
| Other comprehensive income               |   |   | — |  |   | — |  |   | (46 | ) |   | (46 | ) |
| Comprehensive income for the year        |   |   | — |  |   | — |  |   | 30,666 |  |  | 30,666 |  |
| Interest on capital                      | 18 |   | — |  |   | — |  |   | (5,975 | ) |   | (5,975 | ) |
| Payments of dividends                    | 18 |   | — |  |   | — |  |   | (25,914 | ) |   | (25,914 | ) |
| BALANCE AT DECEMBER 31, 2014 (Unaudited) |   |   | 60,000 |  |  | 59,492 |  |   | 5,407 |  |  | 124,899 |  |

----

|                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                          |  |  |  |  |  |  |  |  |  |  |
|                                                                                                                     | Note |   | 2014 |   | 2013 |   | 2012 |
| CASH FLOWS FROM OPERATING ACTIVITIES                                                                                     |   |   | Unaudited |   |   |   | Unaudited |
| Net profit before income tax and social contribution                                                                     |   |   | 41,502 |  |   | 75,181 |  |   | 63,919 |  |
| Adjustments to reconcile net profit before income tax and social contribution to cash generated by operating activities: |   |   |   |   |   |   |   |
| Gain (loss) from sale of property, plant and equipment                                                                   |   |   | (1,029 | ) |   | (144 | ) |   | (177 | ) |
| Depreciation of property, plant and equipment                                                                            | 10 |   | 10,304 |  |   | 9,796 |  |   | 9,468 |  |
| Amortization of intangible assets                                                                                        | 11 |   | 1,520 |  |   | 1,454 |  |   | 1,268 |  |
| Exchange differences on borrowings                                                                                       |   |   | — |  |   | 3 |  |   | (118 | ) |
| Interest and charges on borrowings and financing                                                                         |   |   | 8,086 |  |   | 7,147 |  |   | 3,387 |  |
| Share of profits of associate                                                                                            | 9 |   | — |  |   | (15,385 | ) |   | (22,922 | ) |
| Changes in assets and liabilities                                                                                        |   |   |   |   |   |   |   |
| (Increase) decrease in trade receivables                                                                                 |   |   | 16,382 |  |   | 2,346 |  |   | 8,675 |  |
| (Increase) decrease in short-term investments                                                                            | 5 |   | 15,539 |  |   | (34,085 | ) |   | — |  |
| (Increase) decrease in inventories                                                                                       |   |   | 15,273 |  |   | (13,724 | ) |   | 6,433 |  |
| (Increase) decrease in other receivables                                                                                 |   |   | 144 |  |   | (2,134 | ) |   | 952 |  |
| Increase (decrease) in trade payables                                                                                    |   |   | (3,982 | ) |   | (2,307 | ) |   | (6,149 | ) |
| Increase (decrease) in payables and provisions                                                                           |   |   | (3,148 | ) |   | 2,062 |  |   | (6,597 | ) |
| Income tax and social contribution paid                                                                                  |   |   | (10,287 | ) |   | (16,912 | ) |   | (9,660 | ) |
| Dividends and interest on capital received                                                                               |   |   | — |  |   | 9,194 |  |   | 36,781 |  |
| Interest paid on borrowings                                                                                              |   |   | (5,622 | ) |   | (5,130 | ) |   | (4,283 | ) |
| Net cash generated by operating activities                                                                               |   |   | 84,682 |  |  | 17,362 |  |   | 80,977 |  |
|                                                                                                                     |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                                                     |   |   |   |   |   |   |   |
| Purchase of property, plant and equipment                                                                                | 10 |   | (9,378 | ) |   | (11,819 | ) |   | (10,443 | ) |
| Purchase of intangible assets                                                                                            | 11 |   | (391 | ) |   | (31 | ) |   | (1,265 | ) |
|      Proceeds of property, plant and equipment                                                  |   |   | 2,500 |  |   | 737 |  |   | 242 |  |
| Net cash used in investing activities                                                                                    |   |   | (7,269 | ) |   | (11,113 | ) |   | (11,466 | ) |
|                                                                                                                     |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                                                     |   |   |   |   |   |   |   |
| Dividends and interest on capital paid                                                                                   | 18 |   | (42,265 | ) |   | (41,733 | ) |   | (74,704 | ) |
| Borrowings from related parties                                                                                          |   |   | (151 | ) |   | (151 | ) |   | (107 | ) |
| Third-party borrowings                                                                                                   |   |   | 70,609 |  |   | 91,002 |  |   | 3,976 |  |
| Repayment of borrowings and financing                                                                                    |   |   | (584 | ) |   | (48,286 | ) |   | (42,560 | ) |
| Net cash generated by (used in) financing activities                                                                     |   |   | 27,609 |  |   | 832 |  |   | (113,395 | ) |
|                                                                                                                     |   |   |   |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                                     |   |   | 105,022 |  |   | 7,081 |  |   | (43,884 | ) |
| Cash and cash equivalents at the beginning of the year                                                                   | 4 |   | 71,252 |  |   | 64,171 |  |   | 108,055 |  |
| Cash and cash equivalents at the end of the year                                                                         | 4 |   | 176,274 |  |   | 71,252 |  |   | 64,171 |  |

----

----

|    |                     |
|----|---------------------|
| 1. | GENERAL INFORMATION |

|    |                                      |
|----|--------------------------------------|
| 2. | PRESENTATION OF FINANCIAL STATEMENTS |

|    |                                 |
|----|---------------------------------|
| 3. | SIGNIFICANT ACCOUNTING POLICIES |

|      |                      |
|------|----------------------|
| 3.1. | Basis of preparation |

|      |                                               |
|------|-----------------------------------------------|
| 3.2. | Functional currency and presentation currency |

|      |                                                                 |
|------|-----------------------------------------------------------------|
| 3.3. | Critical accounting judgments and key estimates and assumptions |

----

|      |                     |
|------|---------------------|
| 3.4. | Revenue recognition |

|         |                                                                                                       |
|---------|-------------------------------------------------------------------------------------------------------|
| • | the Company has transferred to the buyer the significant risks and rewards of ownership of the goods; |

|         |                                                                                                                                                          |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |

|         |                                                 |
|---------|-------------------------------------------------|
| • | the amount of revenue can be measured reliably; |

|         |                                                                                                     |
|---------|-----------------------------------------------------------------------------------------------------|
| • | it is probable that the economic benefits associated with the transaction will flow to the Company; |

|         |                                                                                                  |
|---------|--------------------------------------------------------------------------------------------------|
| • | the costs incurred or to be incurred in respect of the transaction can be measured reliably; and |

|      |                  |
|------|------------------|
| 3.5. | Foreign currency |

|      |                                |
|------|--------------------------------|
| 3.6. | Current and non-current assets |

|         |                           |
|---------|---------------------------|
| • | Cash and Cash Equivalents |

|         |                                                   |
|---------|---------------------------------------------------|
| • | Short-term investments not immediately redeemable |

|         |                   |
|---------|-------------------|
| • | Trade receivables |

----

|         |             |
|---------|-------------|
| • | Inventories |

|         |                           |
|---------|---------------------------|
| • | Investments in associates |

|         |                               |
|---------|-------------------------------|
| • | Property, plant and equipment |

|         |                   |
|---------|-------------------|
| • | Intangible assets |

----

|      |                                              |
|------|----------------------------------------------|
| 3.7. | Impairment of tangible and intangible assets |

|      |                           |
|------|---------------------------|
| 3.8. | Discount to present value |

|      |                 |
|------|-----------------|
| 3.9. | Borrowing costs |

|       |                         |
|-------|-------------------------|
| 3.10. | Retirement benefit plan |

|       |                       |
|-------|-----------------------|
| 3.11. | Financial instruments |

|     |                                |
|-----|--------------------------------|
| (a) | Classification and measurement |

----

|       |            |
|-------|------------|
| 3.12. | Provisions |

|       |                          |
|-------|--------------------------|
| 3.13. | Tax incentive (FUNDOPEM) |

|       |                                    |
|-------|------------------------------------|
| 3.14. | Income tax and social contribution |

----

|       |                                                                                                                                   |
|-------|-----------------------------------------------------------------------------------------------------------------------------------|
| 3.15. | Standards, interpretations and amendments to existing standards not yet effective and which were not early adopted by the Company |

|                                                                                                   |
|---------------------------------------------------------------------------------------------------|
|                                                                                                   |  |  |
| Standard                                                                                          | Main requirements | Effective for annual periods beginning on or after |
| IFRS 9 - Financial Instruments                                                                    | Financial instruments | January 1, 2018 |
| Amendments to IFRS 9 and IFRS 7 - Date of mandatory adoption of IFRS 9 and Transition Disclosures | Date of mandatory adoption of IFRS 9 and Transition Disclosures | January 1, 2015 |
| IFRS 14 - Regulatory Deferral Accounts                                                            | Permits an entity which is a first-time adopter of International Financial Reporting Standards to continue to account, with some limited changes, for 'regulatory deferral account balances' in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements | January 1, 2016 |
| IFRS 15 - Revenue from contractors with customers                                                 | Provides a single, principles based five-step model to be applied to all contracts with customers | January 1, 2017 |
| Amendments to IFRS 11                                                                             | Require an acquirer of an interest in a joint operation in which the activity constitutes a business to apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, expect for those principles that conflict with the guidance in IFRS 11. Disclose the information required by IFRS 3 | January 1, 2016 |
| Amendments to IAS 16 and IAS 38                                                                   | Clarification of acceptable methods of depreciation and amortization | January 1, 2016 |
| Amendments to IAS 16 and IAS 41                                                                   | Define a bearer plant and require biological assets that meet such definition to be accounted for as property, plant and equipment | January 1, 2016 |
| Amendments to IAS 27                                                                              | Allow the use of equity method in separate financial statements | January 1, 2016 |
| Amendments to IFRS 10 and IAS 28                                                                  | Sale or contribution of assets between an investor and its associate or joint venture | January 1, 2016 |
| Annual improvements (2012-2014 cycle) in several accounting pronouncements                        | Makes amendments in the standards: IFRS 5, IFRS 7, IAS 9, IAS 34 | January 1, 2016 |
| Amendments to IAS 1                                                                               | Disclosure Initiative | January 1, 2016 |
| Amendments to IFRS 10, IFRS 12 and IAS 28                                                         | Investment Entities: applying the consolidation exception | July 1, 2016 |

----

|    |                           |
|----|---------------------------|
| 4. | CASH AND CASH EQUIVALENTS |

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |
|                            | 12/31/2014 |   | 12/31/2013 |
|                            | Unaudited |   |   |
| Cash and banks                  | 1,302 |  |   | 4,294 |  |
| Cash in transit                 | 2,752 |  |   | 1,827 |  |
| Short-term investments:         |   |   |   |
| CDB - 75.00% of CDI             | — |  |   | 1,556 |  |
| CDB - 85.00% of CDI             | 1,019 |  |   | — |  |
| CDB - 90.00% to 95.99% of CDI   | 5,796 |  |   | — |  |
| CDB - 97.50% to 99.99% of CDI   | 16,207 |  |   | 4,436 |  |
| CDB - 100.00% to 100.99% of CDI | 64,181 |  |   | 12,613 |  |
| CDB - 102.00% to 102.99% of CDI | 85,017 |  |   | 46,526 |  |
|                            | 172,220 |  |   | 65,131 |  |
| Total                           | 176,274 |  |   | 71,252 |  |

|    |                                                   |
|----|---------------------------------------------------|
| 5. | SHORT-TERM INVESTMENTS NOT IMMEDIATELY REDEEMABLE |

|                          |
|--------------------------|
|                          |  |  |  |  |  |
| Short-term investments:  | 12/31/2014 |   | 12/31/2013 |
|                     | Unaudited |   |   |
| CDB - 102.00% to 102.99% | 18,546 |  |   | 34,085 |  |
| Total                    | 18,546 |  |   | 34,085 |  |

|    |                   |
|----|-------------------|
| 6. | TRADE RECEIVABLES |

|                                                         |
|---------------------------------------------------------|
|                                                         |  |  |  |  |  |
|                                                    | 12/31/2014 |   | 12/31/2013 |
|                                                    | Unaudited |   |   |
| Trade receivables from third parties – domestic   | 15,093 |  |   | 24,783 |  |
| Trade receivables from third parties – foreign    | 215 |  |   | 2,420 |  |
| Trade receivables from related parties – domestic | 8,960 |  |   | 13,899 |  |
| Trade receivables from related parties – foreign  | 4,832 |  |   | 4,134 |  |
| Allowance for doubtful debts                            | (111 | ) |   | — |  |
| Total                                                   | 28,989 |  |   | 45,236 |  |

----

|                  |
|------------------|
|                  |  |  |  |  |  |
|             | 12/31/2014 |   | 12/31/2013 |
|             | Unaudited |   |   |
| 1 to 30 days     | 5,802 |  |   | 8,695 |  |
| 31 to 60 days    | 419 |  |   | 668 |  |
| 61 to 90 days    | 222 |  |   | 106 |  |
| 91 to 180 days   | 240 |  |   | 346 |  |
| Over 180 days    | 217 |  |   | 120 |  |
| Past-due amounts | 6,900 |  |   | 9,935 |  |
| Current amounts  | 22,089 |  |   | 35,301 |  |
| Total            | 28,989 |  |   | 45,236 |  |

|                                      |
|--------------------------------------|
|                                      |  |  |
|                                 | 12/31/2014 |
|                                 | Unaudited |
| Balance at the beginning of the year | — |  |
| Allowance recognized                 | (111 | ) |
| Balance at the end of the year       | (111 | ) |

|    |                   |
|----|-------------------|
| 7. | RECOVERABLE TAXES |

|                                                                      |
|----------------------------------------------------------------------|
|                                                                      |  |  |  |  |  |
|                                                                 | 12/31/2014 |   | 12/31/2013 |
|                                                                 | Unaudited |   |   |
| Federal VAT (PIS)                                                    | 111 |  |   | 485 |  |
| State VAT (ICMS)                                                     | 1,442 |  |   | 1,362 |  |
| Tax on revenue (PIS and COFINS)                                      | 206 |  |   | 171 |  |
| Corporate Income Tax (IRPJ) and Social Contribution on Profit (CSLL) | 1,105 |  |   | 540 |  |
| Taxes recoverable on imports                                         | 1,438 |  |   | 1,862 |  |
| ICMS on purchases of property, plant and equipment                   | 1,376 |  |   | 1,411 |  |
| PIS and COFINS on purchases of property, plant and equipment         | 1,344 |  |   | 954 |  |
| Other recoverable taxes                                              | 818 |  |   | 723 |  |
| Total                                                                | 7,840 |  |   | 7,508 |  |
| Current                                                              | 7,231 |  |   | 6,521 |  |
| Non-current                                                          | 609 |  |   | 987 |  |

----

|    |             |
|----|-------------|
| 8. | INVENTORIES |

|                                |
|--------------------------------|
|                                |  |  |  |  |  |
|                           | 12/31/2014 |   | 12/31/2013 |
|                           | Unaudited |   |   |
| Finished products              | 7,648 |  |   | 4,767 |  |
| Work in process                | 5,934 |  |   | 11,277 |  |
| Raw materials                  | 15,458 |  |   | 23,893 |  |
| Inventories in transit         | 7,993 |  |   | 2,328 |  |
| Provision for inventory losses | (391 | ) |   | — |  |
| Advances to suppliers          | 745 |  |   | 947 |  |
| Imports in transit             | 4,550 |  |   | 13,998 |  |
| Total                          | 41,937 |  |  | 57,210 |  |

|                                      |
|--------------------------------------|
|                                      |  |  |
|                                 | 12/31/2014 |
|                                 | Unaudited |
| Balance at the beginning of the year | — |  |
| Provision recognized                 | (391 | ) |
| Balance at the end of the year       | (391 | ) |

|    |                                             |
|----|---------------------------------------------|
| 9. | INVESTMENTS – INVESTMENT IN ASSOCIATE |

|                                                        |
|--------------------------------------------------------|
|                                                        |  |  |  |  |  |
|                                                   | 12/31/2013 |   | 12/31/2012 |
|                                                   |  |   | Unaudited |
| Opening balance                                        | 128,805 |  |   | 146,126 |  |
| Interest on capital receivable                         | (1,490 | ) |   | (7,125 | ) |
| Equity in associate                                    | 15,385 |  |   | 22,922 |  |
| Dividends receivable                                   | — |  |   | (1,871 | ) |
| Dividends received                                     | — |  |   | (31,293 | ) |
| Other comprehensive income                             | — |  |   | 46 |  |
| Distribution of share units to Randon - (see note 17). | (142,700 | ) |   | — |  |
| Closing balance                                        | — |  |   | 128,805 |  |

----

|                                 |
|---------------------------------|
|                                 |  |  |  |  |  |
|                            | 12/31/2013 |   | 12/31/2012 |
|                            |  |   | Unaudited |
| Suspensys' net income           | 28,931 (*) |  |   | 43,106 |  |
| Master's ownership on Suspensys | 53.177 | % |   | 53.177 | % |
| Equity in associate             | 15,385 |  |   | 22,922 |  |

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |  |  |  |
|                                                | 05/31/2013 |   | 12/31/2012 |
| ASSETS                                              |   |   | Unaudited |
| CURRENT ASSETS                                      |   |   |   |
| Cash and cash equivalents                           | 94,384 |  |   | 79,719 |  |
| Trade receivables                                   | 106,048 |  |   | 85,909 |  |
| Inventories                                         | 63,817 |  |   | 50,176 |  |
| Other current assets                                | 12,184 |  |   | 6,850 |  |
| Total current assets                                | 276,433 |  |   | 222,654 |  |
|                                                |   |   |   |
| NON-CURRENT ASSETS                                  |   |   |   |
| Property, plant and equipment and intangible assets | 221,976 |  |   | 207,997 |  |
| Other non-current assets                            | 8,593 |  |   | 7,972 |  |
| Total non-current assets                            | 230,569 |  |   | 215,969 |  |
| Total assets                                        | 507,002 |  |   | 438,623 |  |

----

|                                                       |
|-------------------------------------------------------|
|                                                       |  |  |  |  |  |
|                                                  | 05/31/2013 |   | 12/31/2012 |
| LIABILITIES                                           |  |   | Unaudited |
| CURRENT LIABILITIES                                   |   |   |   |
| Trade payables                                        | 61,474 |  |   | 37,779 |  |
| Borrowings and financing                              | 23,041 |  |   | 24,466 |  |
| Dividends and Interest on capital                     | 17,290 |  |   | 14,908 |  |
| Other current liabilities                             | 29,108 |  |   | 20,093 |  |
| Total current liabilities                             | 130,913 |  |   | 97,246 |  |
| NON-CURRENT LIABILITIES                               |   |   |   |
| Borrowings and financing                              | 98,560 |  |   | 87,473 |  |
| Deferred taxes                                        | 3,735 |  |   | 6,436 |  |
| Other non-current liabilities                         | 5,445 |  |   | 5,248 |  |
| Total non-current liabilities                         | 107,740 |  |   | 99,157 |  |
|                                                  |   |   |   |
| SHAREHOLDERS’  EQUITY                           | 268,349 |  |   | 242,220 |  |
|                                                  |   |   |   |
| Total liabilities and shareholders’ equity      | 507,002 |  |   | 438,623 |  |
|                                                  |   |   |   |
| Company's share in associate's net assets             | 142,700 |  |   | 128,805 |  |
| Company's share in associate's contingent liabilities | 538 |  |   | 490 |  |

|                                    |
|------------------------------------|
|                                    |  |  |  |  |  |
|                               | 05/31/2013 |   | 12/31/2012 |
| STATEMENTS OF INCOME               |  |   | Unaudited |
| Net operating revenue              | 396,639 |  |   | 730,941 |  |
| Cost of sales                      | (324,932 | ) |   | (621,150 | ) |
| GROSS PROFIT                       | 71,707 |  |   | 109,791 |  |
| Operating expenses, net            | (30,386 | ) |   | (60,634 | ) |
| Finance income, net                | (1,472 | ) |   | 6,888 |  |
| PROFIT BEFORE TAXES                | 39,849 |  |   | 56,045 |  |
| Income tax and social contribution | (10,918 | ) |   | (12,939 | ) |
| NET PROFIT FOR THE YEAR            | 28,931 |  |   | 43,106 |  |

|     |                               |
|-----|-------------------------------|
| 10. | PROPERTY, PLANT AND EQUIPMENT |

|    |                        |
|----|------------------------|
| a) |  Balance breakdown |

|                          |
|--------------------------|
|                          |  |  |  |  |  |
|                     | 12/31/2014 |   | 12/31/2013 |
|                     | Unaudited |   |   |
| Cost                     | 196,144 |  |   | 189,479 |  |
| Accumulated depreciation | (106,117 | ) |   | (97,435 | ) |
|                     | 90,027 |  |   | 92,044 |  |

----

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                          | Annualdepreciationrate (%) |   | 12/31/2014 |   | 12/31/2013 |
|                                          |   | Cost |   | Accumulateddepreciation |   | Net |   | Net |
|                                          |   |   | Unaudited |   |   |
| Land                                          |   |   | 4,400 |  |   | — |  |   | 4,400 |  |   | 4,400 |  |
| Buildings                                     | 2 | % |   | 28,249 |  |   | (6,671 | ) |   | 21,578 |  |   | 22,015 |  |
| Machinery and equipment                       | 9 | % |   | 121,650 |  |   | (77,172 | ) |   | 44,478 |  |   | 48,444 |  |
| Molds                                         | 16 | % |   | 21,743 |  |   | (15,673 | ) |   | 6,070 |  |   | 7,162 |  |
| Furniture and fixtures                        | 11 | % |   | 6,999 |  |   | (3,961 | ) |   | 3,038 |  |   | 3,117 |  |
| Vehicles                                      | 11 | % |   | 2,011 |  |   | (1,475 | ) |   | 536 |  |   | 465 |  |
| Computer equipment                            | 17 | % |   | 1,620 |  |   | (1,165 | ) |   | 455 |  |   | 637 |  |
| Advances to suppliers                         |   |   | 50 |  |   | — |  |   | 50 |  |   | 121 |  |
| Property, plant and equipment in progress (*) |   |   | 9,422 |  |   | — |  |   | 9,422 |  |   | 5,683 |  |
| Total                                         |   |   | 196,144 |  |   | (106,117 | ) |   | 90,027 |  |   | 92,044 |  |

|    |                            |
|----|----------------------------|
| b) |  Movement in the cost: |

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                          | Balance at |   |   |   |   |   |   |   | Balance at |
|                                          | 1/1/2014 |   | Additions |   | Disposals |   | Transfers |   | 12/31/2014 |
|                                          | Unaudited |
| Land                                          | 4,400 |  |   | — |  |   | — |  |   | — |  |   | 4,400 |  |
| Buildings                                     | 28,223 |  |   | 11 |  |   | — |  |   | 15 |  |   | 28,249 |  |
| Machinery and equipment                       | 119,532 |  |   | 675 |  |   | (1,763 | ) |   | 3,206 |  |   | 121,650 |  |
| Molds                                         | 21,518 |  |   | 342 |  |   | (1,199 | ) |   | 1,082 |  |   | 21,743 |  |
| Furniture and fixtures                        | 6,542 |  |   | 390 |  |   | — |  |   | 67 |  |   | 6,999 |  |
| Vehicles                                      | 1,845 |  |   | 242 |  |   | (76 | ) |   | — |  |   | 2,011 |  |
| Computer equipment                            | 1,615 |  |   | 5 |  |   | — |  |   | — |  |   | 1,620 |  |
| Advances to suppliers                         | 121 |  |   | 105 |  |   | (55 | ) |   | (121 | ) |   | 50 |  |
| Property, plant and equipment in progress (*) | 5,683 |  |   | 7,988 |  |   | — |  |   | (4,249 | ) |   | 9,422 |  |
| Total                                         | 189,479 |  |   | 9,758 |  |   | (3,093 | ) |   | — |  |   | 196,144 |  |

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                          | Balance at |   |  |   |  |   |  |   | Balance at |
|                                          | 1/1/2013 |   | Additions |   | Disposals |   | Transfers |   | 12/31/2013 |
|                                               |  |  |   |  |   |  |   |  |   |  |
| Land                                          | 4,400 |  |   | — |  |   | — |  |   | — |  |   | 4,400 |  |
| Buildings                                     | 28,056 |  |   | — |  |   | — |  |   | 167 |  |   | 28,223 |  |
| Machinery and equipment                       | 110,135 |  |   | 4,906 |  |   | (289 | ) |   | 4,780 |  |   | 119,532 |  |
| Molds                                         | 17,633 |  |   | 2,574 |  |   | (221 | ) |   | 1,532 |  |   | 21,518 |  |
| Furniture and fixtures                        | 6,259 |  |   | 260 |  |   | (53 | ) |   | 76 |  |   | 6,542 |  |
| Vehicles                                      | 1,894 |  |   | 76 |  |   | (125 | ) |   | — |  |   | 1,845 |  |
| Computer equipment                            | 1,496 |  |   | 177 |  |   | (63 | ) |   | 5 |  |   | 1,615 |  |
| Advances to suppliers                         | 1,461 |  |   | 219 |  |   | — |  |   | (1,559 | ) |   | 121 |  |
| Property, plant and equipment in progress (*) | 6,969 |  |   | 3,715 |  |   | — |  |   | (5,001 | ) |   | 5,683 |  |
| Total                                         | 178,303 |  |   | 11,927 |  |   | (751 | ) |   | — |  |   | 189,479 |  |

----

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                          | Balance at01/01/2012 |   | Additions |   | Disposals |   | Transfers |   | Balance at12/31/2012 |
|                                          |   |   | Unaudited |   |   |
| Land                                          | 4,400 |  |   | — |  |   | — |  |   | — |  |   | 4,400 |  |
| Buildings                                     | 28,015 |  |   | 41 |  |   | — |  |   | — |  |   | 28,056 |  |
| Machinery and equipment                       | 107,317 |  |   | 3,220 |  |   | (402 | ) |   | — |  |   | 110,135 |  |
| Molds                                         | 16,808 |  |   | 825 |  |   | — |  |   | — |  |   | 17,633 |  |
| Furniture and fixtures                        | 6,162 |  |   | 97 |  |   | — |  |   | — |  |   | 6,259 |  |
| Vehicles                                      | 1,835 |  |   | 94 |  |   | (35 | ) |   | — |  |   | 1,894 |  |
| Computer equipment                            | 1,442 |  |   | 58 |  |   | (4 | ) |   | — |  |   | 1,496 |  |
| Advances to suppliers                         | — |  |   | 1,461 |  |   | — |  |   | — |  |   | 1,461 |  |
| Property, plant and equipment in progress (*) | 2,322 |  |   | 4,647 |  |   | — |  |   | — |  |   | 6,969 |  |
| Total                                         | 168,301 |  |   | 10,443 |  |   | (441 | ) |   | — |  |   | 178,303 |  |

|    |                                            |
|----|--------------------------------------------|
| c) |  Movement in accumulated depreciation: |

|                                |
|--------------------------------|
|                                |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                           | Balance at 01/01/2014 |   | Additions |   | Disposals |   | Transfers |   | Balance at 12/31/2014 |
|                           | Unaudited |
| Buildings                      | (6,208 | ) |   | (463 | ) |   | — |  |   | — |  |   | (6,671 | ) |
| Machinery, equipment and molds | (85,444 | ) |   | (9,000 | ) |   | 1,598 |  |   | — |  |   | (92,846 | ) |
| Furniture and fixtures         | (3,425 | ) |   | (535 | ) |   | — |  |   | — |  |   | (3,960 | ) |
| Vehicles                       | (1,380 | ) |   | (120 | ) |   | 24 |  |   | — |  |   | (1,476 | ) |
| Computer equipment             | (978 | ) |   | (186 | ) |   | — |  |   | — |  |   | (1,164 | ) |
| Total                          | (97,435 | ) |   | (10,304 | ) |   | 1,622 |  |   | — |  |   | (106,117 | ) |
|                           |   |   |   |   |   |   |   |   |   |
|                           | Balance at 01/01/2013 |   | Additions |   | Disposals |   | Transfers |   | Balance at 12/31/2013 |
| Buildings                      | (5,747 | ) |   | (461 | ) |   | — |  |   | — |  |   | (6,208 | ) |
| Machinery, equipment and molds | (76,931 | ) |   | (8,548 | ) |   | 35 |  |   | — |  |   | (85,444 | ) |
| Furniture and fixtures         | (2,940 | ) |   | (504 | ) |   | 19 |  |   | — |  |   | (3,425 | ) |
| Vehicles                       | (1,320 | ) |   | (107 | ) |   | 47 |  |   | — |  |   | (1,380 | ) |
| Computer equipment             | (859 | ) |   | (176 | ) |   | 57 |  |   | — |  |   | (978 | ) |
| Total                          | (87,797 | ) |   | (9,796 | ) |   | 158 |  |   | — |  |   | (97,435 | ) |
|                           |   |   |   |   |   |   |   |   |   |
|                           | Balance at 01/01/2012 |   | Additions |   | Disposals |   | Transfers |   | Balance at 12/31/2012 |
|                           | Unaudited |
| Buildings                      | (5,289 | ) |   | (458 | ) |   | — |  |   | — |  |   | (5,747 | ) |
| Machinery, equipment and molds | (69,076 | ) |   | (8,224 | ) |   | 369 |  |   | — |  |   | (76,931 | ) |
| Furniture and fixtures         | (2,439 | ) |   | (501 | ) |   | — |  |   | — |  |   | (2,940 | ) |
| Vehicles                       | (1,219 | ) |   | (104 | ) |   | 3 |  |   | — |  |   | (1,320 | ) |
| Computer equipment             | (681 | ) |   | (181 | ) |   | 3 |  |   | — |  |   | (859 | ) |
| Total                          | (78,704 | ) |   | (9,468 | ) |   | 375 |  |   | — |  |   | (87,797 | ) |

----

|     |                   |
|-----|-------------------|
| 11. | INTANGIBLE ASSETS |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | Annual amortization rate |   | Balance at 12/31/2013 |   | Additions |   | Transfers |   | Balance at 12/31/2014 |
|                               |   |   |  |   | Unaudited |
| Software:                     |   |   |   |   |   |   |   |   |   |
| Cost                          | 12.7% |   | 12,646 |  |   | 1,002 |  |   | — |  |   | 13,648 |  |
| Accumulated amortization      |   |   | (3,914 | ) |   | (1,520 | ) |   | — |  |   | (5,434 | ) |
|                          |   |   | 8,732 |  |   | (518 | ) |   | — |  |   | 8,214 |  |
| Intangible assets in progress |   |   | 19 |  |   | 2 |  |   | — |  |   | 21 |  |
| Total                         |   |   | 8,751 |  |   | (516 | ) |   | — |  |   | 8,235 |  |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | Annual amortization rate |   | Balance at 12/31/2012 |   | Additions |   | Transfers |   | Balance at 12/31/2013 |
|                               |   |   | Unaudited |   |   |   |   |   |   |
| Software:                     |   |   |   |   |   |   |   |   |   |
| Cost                          | 12.7% |   | 12,614 |  |   | 12 |  |   | 20 |  |   | 12,646 |  |
| Accumulated amortization      |   |   | (2,460 | ) |   | (1,454 | ) |   | — |  |   | (3,914 | ) |
|                          |   |   | 10,154 |  |   | (1,442 | ) |   | 20 |  |   | 8,732 |  |
| Intangible assets in progress |   |   | 20 |  |   | 19 |  |   | (20 | ) |   | 19 |  |
| Total                         |   |   | 10,174 |  |   | (1,423 | ) |   | — |  |   | 8,751 |  |

|                               |
|-------------------------------|
|                               |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                          | Annual amortization rate |   | Balance at 12/31/2011 |   | Additions |   | Transfers |   | Balance at 12/31/2012 |
|                          |   |   |   |   | Unaudited |
| Software:                     |   |   |   |   |   |   |   |   |   |
| Cost                          | 12.7% |   | 1,352 |  |   | — |  |   | 11,262 |  |   | 12,614 |  |
| Accumulated amortization      |   |   | (1,192 | ) |   | (1,268 | ) |   | — |  |   | (2,460 | ) |
|                          |   |   | 160 |  |   | (1,268 | ) |   | 11,262 |  |   | 10,154 |  |
| Intangible assets in progress |   |   | 10,017 |  |   | 1,265 |  |   | (11,262 | ) |   | 20 |  |
| Total                         |   |   | 10,177 |  |   | (3 | ) |   | — |  |   | 10,174 |  |

----

|     |                          |
|-----|--------------------------|
| 12. | BORROWINGS AND FINANCING |

|                                  |
|----------------------------------|
|                                  |  |  |  |  |  |  |  |  |  |  |  |
| Type:                            | Annual financial charges |   | Payment frequency |   | Final maturity |   | 12/31/2014 |   | 12/31/2013 |
|                             |   |   |   |   |   |   | Unaudited |   |   |
| Working capital-NCE-Brasil       | 5.498% p.a. |   | (a) |   | 03/2016 |   | 60,152 |  |   | 60,152 |  |
| Lease agreement - IBM            | Cetip CDI-Over |   | (b) |   | 07/2017 |   | 613 |  |   | — |  |
| Vendor financing                 |  SELIC+3% p.a. |   | (e) |   | 02/2015 |   | 135 |  |   | — |  |
| Bank Credit Note - Exin-Safra    | 5.50% p.a. |   | (a) |   | 02/2016 |   | 10,072 |  |   | 10,064 |  |
| Bank Credit Note - Exim-Brasil   | 8.00% p.a. |   | (a) |   | 07/2017 |   | 20,332 |  |   | — |  |
| Bank Credit Note - Exim-Bradesco | 8.00% p.a. |   | (a) |   | 07/2017 |   | 30,492 |  |   | — |  |
| FINEP                            | 3.5% p.a. |   | (c) |   | 10/2023 |   | 34,178 |  |   | 16,768 |  |
| FUNDOPEM - ICMS                  | IPCA plus 3% |   | (d) |   | 02/2021 |   | 27,947 |  |   | 23,699 |  |
| Total                            |   |   |   |   |   |   | 183,921 |  |   | 110,683 |  |
|                             |   |   |   |   |   |   |   |   |   |
| Current                          |   |   |   |   |   |   | 2,767 |  |   | 605 |  |
| Non-current                      |   |   |   |   |   |   | 181,154 |  |   | 110,078 |  |

|     |
|-----|
|     |  |
| (a) | Bullet payment upon maturity + quarterly interest. |
| (b) | Semiannual installment upon maturity of principal and interest. |
| (c) | 3-year grace period + monthly installments of interest and amortization. |
| (d) | 51-year grace period + monthly installments of interest and amortization. |
| (e) | Bullet payment. |

|                     |
|---------------------|
|                     |  |  |  |  |  |
| Maturity            | 12/31/2014 |   | 12/31/2013 |
|                | Unaudited |   |   |
| 2015                | — |  |   | 1,206 |  |
| 2016                | 74,018 |  |   | 72,957 |  |
| 2017                | 58,327 |  |   | 5,160 |  |
| 2018                | 8,820 |  |   | 5,598 |  |
| 2019                | 9,034 |  |   | 5,598 |  |
| 2020 and thereafter | 30,955 |  |   | 19,559 |  |
| Total               | 181,154 |  |   | 110,078 |  |

----

|     |                            |
|-----|----------------------------|
| 13. | RELATED PARTY TRANSACTIONS |

|                                             |
|---------------------------------------------|
|                                             |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                        | Randon Group (*) | Meritor Group (**) | Total |
|                                        | 12/31/14 | 12/31/13 |   | 12/31/14 | 12/31/13 |   | 12/31/14 | 12/31/13 |   |
|                                        | Unaudited |   |   | Unaudited |   |   | Unaudited |   |   |
| Trade receivables                           | 385 |  | 2,295 |  |   | 13,407 |  | 15,738 |  |   | 13,792 |  | 18,033 |  |   |
| Trade payables                              | 33 |  | 111 |  |   | 1,139 |  | 3,009 |  |   | 1,172 |  | 3,120 |  |   |
| Dividends and interest on capital payable   | 15,806 |  | 21,555 |  |   | 15,186 |  | 20,711 |  |   | 30,992 |  | 42,266 |  |   |
| Amounts due to related parties - current    | 150 |  | 150 |  |   | — |  | — |  |   | 150 |  | 150 |  |   |
| Amounts due to related parties - noncurrent | 602 |  | 753 |  |   | — |  | — |  |   | 602 |  | 753 |  |   |
|                                        |   |   |   |   |   |   |   |   |   |
|                                        | Randon Group (*) | Meritor Group (**) | Total |
|                                        | 12/31/14 | 12/31/13 | 12/31/12 | 12/31/14 | 12/31/13 | 12/31/12 | 12/31/14 | 12/31/13 | 12/31/12 |
|                                        | Unaudited |   | Unaudited | Unaudited |   | Unaudited | Unaudited |   | Unaudited |
| Profit & Loss                           |   |   |   |   |   |   |   |   |   |
| Sales of goods                              | 145,320 |  | 152,830 |  | 76,005 |  | 82,565 |  | 116,238 |  | 112,283 |  | 227,885 |  | 269,068 |  | 188,288 |  |
| Rental income                               | 345 |  | 351 |  | 384 |  | — |  | — |  | — |  | 345 |  | 351 |  | 384 |  |
| Purchases of goods and services             | 39,404 |  | 44,918 |  | 28,881 |  | 20,843 |  | 15,897 |  | 7,258 |  | 60,247 |  | 60,815 |  | 36,139 |  |
| Commission expenses                         | 267 |  | 984 |  | 206 |  | — |  | — |  | — |  | 267 |  | 984 |  | 206 |  |
| Administrative expenses                     | 7,028 |  | 7,465 |  | 5,516 |  | — |  | — |  | — |  | 7,028 |  | 7,465 |  | 5,516 |  |

|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (*) Includes: | Randon S.A. Implementos e Participações (parent), Fras-Le S.A., Fras-Le Argentina S.A., Fras-Le Andina Comercio y Representacion Ltda., Controil., Fras-le Europa., Fras-le Fnai., Fras-le México, Fras-le Pinghu.,Fras-le Africa, Fras-le Fasa., Jost Brasil Sistemas Automotivos Ltda., Randon Implementos para Transporte Ltda., Randon Argentina, Suspensys Sistemas Automotivos Ltda., Castertech Fundição e Tecnologia Ltda., Banco Randon, Randon Brantech Implementos para Transporte Ltda and Epysa Implementos Ltda. |

|                |                                                                                                                                                                                                                                |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (**) Includes: | Meritor do Brasil Sistemas Automotivos Ltda., Meritor Automotive Inc., Meritor Heavy Vehicle Systems LLC., Meritor Hvs Ltd, ArvinMeritor Qri,, Meritor Inc. Meritor CVS, Meritor Frankfurt, and Sisamex Sistemas Automotrices. |

----

|     |                         |
|-----|-------------------------|
| 14. | RETIREMENT BENEFIT PLAN |

|     |                                                    |
|-----|----------------------------------------------------|
| 15. | PROVISION FOR TAX, SOCIAL SECURITY AND LABOR RISKS |

|                     |
|---------------------|
|                     |  |  |  |  |  |  |
| Nature of provision |   | Likelihood of loss |
|                | Probable |   | Possible |
|                |   | Unaudited |
| Tax                 |   | — |  |   | 16,127 |  |
| Social security     |   | — |  |   | 2,102 |  |
| Labor               |   | 340 |  |   | 977 |  |
| Total               |   | 340 |  |   | 19,206 |  |

|                     |
|---------------------|
|                     |  |  |  |  |  |  |  |
| Nature of provision | Opening balance 01/01/2014 |   | Addition / (Reversal) of Provision |   | Closing balance 12/31/2014 |
|                |   |   | Unaudited |   |   |
| Labor               | 146 |   | 194 |  |   | 340 |
| Social security     | 36 |   | (36 | ) |   | — |  |
| Total               | 182 |   | 158 |  |   | 340 |

----

|                     |
|---------------------|
|                     |  |  |  |  |  |  |
| Nature of provision | Opening balance 01/01/2013 |   | Addition / (Reversal) of Provision |   | Closing balance 12/31/2013 |
|                |   |   |   |   |   |
| Labor               | 61 |   | 85 |  |   | 146 |
| Social security     | 57 |   | (21 | ) |   | 36 |
| Total               | 118 |   | 64 |  |   | 182 |

|    |                                                                                                                                                                                                                                                                                                                     |
|----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| a) | IPI presumed credit - Refers to notices issued by the Federal Revenue in the total amount of R$ 1,593, through which the tax authorities denied the Company’s request for refund of presumed credit and required the payment of the corresponding tax. The amount includes principal, fine and interest. |

|    |                                                                                                                                                                                                                                                                                                                                                      |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| b) | Income tax, social contribution and withholding income tax - assessment notices issued by the Brazilian Federal Revenue Service totaling R$ 3,502 (as adjusted), related to payments made regularly to Company agents abroad as agency commission of sales and services. The related proceedings are being handled at the administrative level. |

|    |                                                                                                                                                                                                                              |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| c) | Administrative proceeding challenging an assessment notice collecting PIS-imports, COFINS-imports, Federal VAT (IPI), import duties (II), and fine for alleged noncompliance of Drawback Award Acts, totaling R$ 1,765. |

|    |                                                                                                                                                                                                                                                                                                                                                       |
|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| d) | Disallowance of ICMS presumed credit on purchase of steel - refers to assessment notices issued by the Rio Grande do Sul State Department of Finance totaling R$ 9,267, through which this tax authority confirmed the award of the tax benefit in an amount higher than permitted by the law. The amount includes principal, fine and interest. |

|     |                       |
|-----|-----------------------|
| 16. | FINANCIAL INSTRUMENTS |

----

|                           |
|---------------------------|
|                           |  |  |  |  |  |  |  |  |  |
|                      |   |   | Carrying Amount |   | Fair Value |
|                      | Note | Category | 12/31/2014 |   | 12/31/2013 |   | 12/31/2014 |   | 12/31/2013 |
| Assets                    |   |   | Unaudited |   |   |   | Unaudited |   |   |
| Cash and cash equivalents | 4 | (a) | 174,274 |   | 71,252 |   | 174,274 |   | 71,252 |
| Short-term investments    | 5 | (b) | 18,546 |   | 34,085 |   | 18,546 |   | 34,085 |
| Trade receivables         | 6 | (a) | 28,989 |   | 45,236 |   | 28,989 |   | 42,236 |
|                      |   |   |   |   |   |   |   |   |   |
| Liabilities               |   |   |   |   |   |   |   |   |   |
| Trade payables            |   | (c) | (11,991) |   | 15,593 |   | (11,991) |   | 15,593 |
| Borrowings and financing  |   | (c) | (183,921) |   | (110,683) |   | (183,987) |   | 110,683 |

|             |
|-------------|
|             |  |
| Categories: |
| (a)         | Receivables |
| (b)         | Fair value through profit and loss |
| (c)         | Other liabilities |

|         |             |
|---------|-------------|
| • | Limitations |

|         |                           |
|---------|---------------------------|
| • | Financial risk management |

|    |             |
|----|-------------|
| a. | Credit risk |

----

|    |                       |
|----|-----------------------|
| b. | Foreign exchange risk |

|                        |
|------------------------|
|                        |  |  |  |  |  |
|                   | 12/31/2014 |   | 12/31/2013 |
|                   | Unaudited |   |   |
| A. Trade payables      | (2,999 | ) |   | (4,039 | ) |
| B.  Trade receivables  | 5,047 |  |   | 6,554 |  |
| C.  Net exposure (A+B) | 2,048 |  |   | 2,515 |  |

|    |                    |
|----|--------------------|
| c. | Interest rate risk |

|    |            |
|----|------------|
| d. | Price risk |

|    |                |
|----|----------------|
| e. | Liquidity risk |

----

|                                                     |
|-----------------------------------------------------|
|                                                     |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Description                                         | Up to 1 month |   | From 1 to3 months |   | From 3monthsto 1 year |   | From 1 to5 years |   | Over 5 years |   | Total |
|                                                |   |   |   |   |   |   |   |   |   |   |   |
| Trade payables                                      | 9,422 |  |   | 2,569 |  |   | — |  |   | — |  |   | — |  |   | 11,991 |  |
| Borrowings and financing                            | 61 |  |   | 321 |  |   | 1,157 |  |   | 159,510 |  |   | 25,543 |  |   | 186,592 |  |
| Interest to be incurred on borrowings and financing | 1,107 |  |   | 2,262 |  |   | 5,867 |  |   | 14,889 |  |   | 1,140 |  |   | 25,265 |  |
| Intragroup Loans                                    | 1,078 |  |   | — |  |   | — |  |   | — |  |   | — |  |   | 1,078 |  |
| Dividends                                           | — |  |   | — |  |   | 25,914 |  |   | — |  |   | — |  |   | 25,914 |  |
| Interest on capital                                 | — |  |   | — |  |   | 5,078 |  |   | — |  |   | — |  |   | 5,078 |  |
| Total                                               | 11,668 |  |  | 5,152 |  |  | 38,016 |  |  | 174,399 |  |  | 26,683 |  |  | 255,918 |  |

|     |         |
|-----|---------|
| 17. | CAPITAL |

|                                                    |
|----------------------------------------------------|
|                                                    |  |  |
| Capital reduction (a)                              | 126,003 |  |
| Decrease in carrying value adjustments account (b) | 7,048 |  |
| Distribution of dividends (c)                      | 9,649 |  |
| Total investment in Suspensys at 05/31/2013        | 142,700 |  |

|     |                                                                                                                                                                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Capital reduction from R$ 160,000 to R$ 33,997, through payment of R$ 126,003 to the shareholders, in the form of shares held by the Company in Suspensys Sistemas Automotivos Ltda., in a number equivalent to the amount of the capital reduction. |

|     |                                                                                                                                       |
|-----|---------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Decrease of the amount of R$ 7,048 related to the carrying value adjustments account of the associate Suspensys at May 31, 2013; |

|     |                                                                                                                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Distribution of dividends in the amount of R$ 9,649, from the Earnings Reserve account, proportionally to the related equity interests, in payment for the assignment and transfer of the remaining share units held by Master in the capital of Suspensys. |

----

|                                                   |
|---------------------------------------------------|
|                                                   |  |  |  |  |
| Shareholder                                       | Share Units |   | % |
| Randon S.A. Implementos e Participações | 30,600 |  |   | 51 |
| Meritor do Brasil Sistemas Automotivos Ltda.      | 29,400 |  |   | 49 |
| Total                                             | 60,000 |  |   | 100 |

|     |                                   |
|-----|-----------------------------------|
| 18. | DIVIDENDS AND INTEREST ON CAPITAL |

|     |                       |
|-----|-----------------------|
| 19. | NET OPERATING REVENUE |

|                                                                              |
|------------------------------------------------------------------------------|
|                                                                              |  |  |  |  |  |  |  |  |
|                                                                         | 2014 |   | 2013 |   | 2012 |
|                                                                         | Unaudited |   |   |   | Unaudited |
| Gross revenue                                                                | 574,768 |  |   | 682,882 |  |   | 490,013 |  |
| Less:                                                                        |   |   |   |   |   |
|      Taxes on sales                                 | (130,913 | ) |   | (156,524 | ) |   | (100,838 | ) |
|      Sales returns                                  | (5,610 | ) |   | (3,798 | ) |   | (6,255 | ) |
|      Discount to present value on installment sales | (5,024 | ) |   | (4,497 | ) |   | (3,501 | ) |
| Net revenue recognized in the statement of income                            | 433,221 |  |  | 518,063 |  |  | 379,419 |  |

|     |                    |
|-----|--------------------|
| 20. | EXPENSES BY NATURE |

----

|                                       |
|---------------------------------------|
|                                       |  |  |  |  |  |  |  |  |
|                                  | 2014 |   | 2013 |   | 2012 |
|                                  | Unaudited |   |   |   | Unaudited |
| Raw materials and auxiliary materials | 285,161 |  |   | 334,057 |  |   | 235,145 |  |
| Depreciation and amortization         | 11,824 |  |   | 11,250 |  |   | 10,736 |  |
| Personnel and benefits                | 57,706 |  |   | 65,019 |  |   | 58,310 |  |
| Freight                               | 10,793 |  |   | 12,593 |  |   | 9,233 |  |
| Rentals                               | 3,740 |  |   | 4,469 |  |   | 4,009 |  |
| Electric Power                        | 2,990 |  |   | 3,923 |  |   | 4,013 |  |
| Costs of outside services             | 15,591 |  |   | 16,901 |  |   | 12,118 |  |
| Asset upkeep costs                    | 7,925 |  |   | 9,283 |  |   | 6,693 |  |
| Other operating expenses, net         | 4,531 |  |   | 5,765 |  |   | 5,953 |  |
| Total                                 | 400,261 |  |   | 463,260 |  |   | 346,210 |  |

|                                     |
|-------------------------------------|
|                                     |  |  |  |  |  |  |  |  |
|                                | 2014 |   | 2013 |   | 2012 |
|                                | Unaudited |   |   |   | Unaudited |
| Cost of sales and services          | 361,577 |  |   | 422,131 |  |   | 316,358 |  |
| Selling expenses                    | 18,119 |  |   | 19,325 |  |   | 13,034 |  |
| General and administrative expenses | 16,495 |  |   | 17,396 |  |   | 14,922 |  |
| Other operating expenses, net       | 4,070 |  |   | 4,408 |  |   | 1,896 |  |
| Total                               | 400,261 |  |   | 463,260 |  |   | 346,210 |  |

|     |                                         |
|-----|-----------------------------------------|
| 21. |  INCOME TAX AND SOCIAL CONTRIBUTION |

|                                                      |
|------------------------------------------------------|
|                                                      |  |  |  |  |  |  |  |  |
|                                                 | 2014 |   | 2013 |   | 2012 |
|                                                 | IRPJ/CSLL |   | IRPJ/CSLL |   | IRPJ/CSLL |
|                                                 | Unaudited |   |   |   | Unaudited |
| Profit before income tax and social contribution     | 41,502 |  |   | 75,181 |  |   | 63,919 |  |
| Applicable rate                                      | 34 | % |   | 34 | % |   | 34 | % |
| Income tax and social contribution at nominal rates  | (14,111 | ) |   | (25,562 | ) |   | (21,732 | ) |
| Effect of taxes on:                                  |   |   |   |   |   |
|    Interest on capital expense (*)    | 2,032 |  |   | 3,044 |  |   | 5,095 |  |
|    Interest on capital income (*)     | — |  |   | (507 | ) |   | (2,423 | ) |
|    Equity in subsidiaries             | — |  |   | 5,231 |  |   | 7,793 |  |
|    Other                              | 120 |  |   | 349 |  |   | 498 |  |
| Income tax and social contribution before deductions | (11,959 | ) |   | (17,445 | ) |   | (10,769 | ) |
| Income tax deductions and other adjustments          | 1,169 |  |   | 1,285 |  |   | 408 |  |
| Income tax and social contribution expense           | (10,790 | ) |   | (16,160 | ) |   | (10,361 | ) |
|                                                 |   |   |   |   |   |
| Current income tax and social contribution           | (10,118 | ) |   | (15,336 | ) |   | (8,743 | ) |
| Deferred income tax and social contribution          | (672 | ) |   | (824 | ) |   | (1,618 | ) |

----

|                                              |
|----------------------------------------------|
|                                              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                         | 12/31/2014 |   | 12/31/2013 |   | 12/31/2012 |
| Temporary differences                        | Temporary differences |   | Deferred taxes |   | Temporary differences |   | Deferred taxes |   | Temporary differences |   | Deferred taxes |
|                                         | Unaudited |   |   |   |   |   | Unaudited |
| Provision for profit sharing                 | 2,263 |  |   | 769 |  |   | 2,546 |  |   | 866 |  |   | 2,180 |  |   | 742 |  |
| Provision for officer's profit sharing       | 541 |  |   | 49 |  |   | 451 |  |   | 41 |  |   | — |  |   | — |  |
| Provision for labor risks                    | 340 |  |   | 116 |  |   | 182 |  |   | 62 |  |   | 118 |  |   | 40 |  |
| Provision for warranty claims                | 515 |  |   | 175 |  |   | 81 |  |   | 28 |  |   | 221 |  |   | 75 |  |
| Provision for collective bargaining          | 338 |  |   | 115 |  |   | 178 |  |   | 61 |  |   | 282 |  |   | 96 |  |
| Provision for employee termination           | 653 |  |   | 222 |  |   | 619 |  |   | 210 |  |   | 223 |  |   | 76 |  |
| Allowance for doubtful debts                 | 111 |  |   | 38 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Provision for inventory losses               | 391 |  |   | 133 |  |   | — |  |   | — |  |   | — |  |   | — |  |
| Other temporary additions                    | 1,479 |  |   | 504 |  |   | 438 |  |   | 149 |  |   | 1,006 |  |   | 342 |  |
| Total assets                                 |   |   | 2,121 |  |   |   |   | 1,417 |  |   |   |   | 1,371 |  |
|                                         |   |   |   |   |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11,774           | (606 | ) |   | (152 | ) |   | (1,163 | ) |   | (291 | ) |   | (1,725 | ) |   | (431 | ) |
| Tax depreciation                             | (10,580 | ) |   | (3,597 | ) |   | (5,225 | ) |   | (1,777 | ) |   | — |  |   | — |  |
| Deemed cost of property, plant and equipment | (7,879 | ) |   | (2,679 | ) |   | (9,661 | ) |   | (3,285 | ) |   | (11,539 | ) |   | (3,923 | ) |
| Retirement benefit plan                      | (140 | ) |   | (47 | ) |   | (451 | ) |   | (153 | ) |   | (640 | ) |   | (218 | ) |
| Discount to present value - Fundopem         | (3,155 | ) |   | (1,073 | ) |   | (2,028 | ) |   | (690 | ) |   | (2,218 | ) |   | (754 | ) |
| Total liabilities                            |   |   | (7,548 | ) |   |   |   | (6,196 | ) |   |   |   | (5,326 | ) |
| Deferred income tax and contribution - net   |   |   | (5,427 | ) |   |   |   | (4,779 | ) |   |   |   | (3,955 | ) |

----

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |
| Temporary differences                         | Balances at1/1/2014 |   | Recognizedin profit forthe year |   | Recognized in other comprehensive income |   | Balances at12/31/2014 |
|                                          |   |   | Unaudited |   |   |
| Provision for profit sharing                  | 866 |  |   | (97 | ) |   | — |  |   | 769 |  |
| Provision for officer's profit sharing        | 41 |  |   | 8 |  |   | — |  |   | 49 |  |
| Provision for labor and social security risks | 62 |  |   | 54 |  |   | — |  |   | 116 |  |
| Provision for warranty claims                 | 28 |  |   | 147 |  |   | — |  |   | 175 |  |
| Provision for collective bargaining           | 61 |  |   | 54 |  |   | — |  |   | 115 |  |
| Provision for employee termination            | 210 |  |   | 12 |  |   | — |  |   | 222 |  |
| Allowance for doubtful debts                  | — |  |   | 38 |  |   |   |   | 38 |  |
| Provision for inventory losses                | — |  |   | 133 |  |   |   |   | 133 |  |
| Other temporary additions                     | 149 |  |   | 355 |  |   | — |  |   | 504 |  |
| Total assets                                  | 1,417 |  |  | 704 |  |   | — |  |   | 2,121 |  |
|                                          |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11,774            | (291 | ) |   | 139 |  |   | — |  |   | (152 | ) |
| Deemed cost of property, plant and equipment  | (3,285 | ) |   | 606 |  |   | — |  |   | (2,679 | ) |
| Tax depreciation                              | (1,777 | ) |   | (1,820 | ) |   | — |  |   | (3,597 | ) |
| Retirement benefit plan                       | (153 | ) |   | 82 |  |   | 24 |  |   | (47 | ) |
| Discount to present value - Fundopem          | (690 | ) |   | (383 | ) |   | — |  |   | (1,073 | ) |
| Total liabilities                             | (6,196 | ) |   | (1,376 | ) |   | 24 |  |   | (7,548 | ) |
| Total recognized in the year                  | (4,779 | ) |   | (672 | ) |   | 24 |  |   | (5,427 | ) |

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |
| Temporary differences                         | Balance at 01/01/2013 |   | Recognizedin profit forthe year |   | Recognized inothercomprehensiveincome |   | Balance at 12/31/2013 |
| Provision for profit sharing                  | 742 |  |   | 124 |  |   | — |  |   | 866 |  |
| Provision for officer's profit sharing        | — |  |   | 41 |  |   | — |  |   | 41 |  |
| Provision for labor and social security risks | 40 |  |   | 22 |  |   | — |  |   | 62 |  |
| Provision for warranty claims                 | 75 |  |   | (47 | ) |   | — |  |   | 28 |  |
| Provision for collective bargaining           | 96 |  |   | (35 | ) |   | — |  |   | 61 |  |
| Provision for employee termination            | 76 |  |   | 134 |  |   | — |  |   | 210 |  |
| Other temporary additions                     | 342 |  |   | (193 | ) |   | — |  |   | 149 |  |
| Total assets                                  | 1,371 |  |   | 46 |  |   | — |  |   | 1,417 |  |
|                                          |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11,774            | (431 | ) |   | 140 |  |   | — |  |   | (291 | ) |
| Deemed cost of property, plant and equipment  | (3,923 | ) |   | 638 |  |   | — |  |   | (3,285 | ) |
| Tax depreciation                              | — |  |   | (1,777 | ) |   | — |  |   | (1,777 | ) |
| Retirement benefit plan                       | (218 | ) |   | 65 |  |   | — |  |   | (153 | ) |
| Discount to present value - Fundopem          | (754 | ) |   | 64 |  |   |   |   | (690 | ) |
| Total liabilities                             | (5,326 | ) |  | (870 | ) |  | — |  |  | (6,196 | ) |
| Total recognized in the year                  | (3,955 | ) |  | (824 | ) |  | — |  |  | (4,779 | ) |

----

|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |  |  |  |  |  |  |  |
| Temporary differences                         | Balance at 01/01/2012 |   | Recognizedin profit forthe year |   | Recognized inothercomprehensiveincome |   | Balance at 12/31/2012 |
|                                          | Unaudited |
| Provision for profit sharing                  | 1,671 |  |   | (929 | ) |   | — |  |   | 742 |  |
| Provision for warranty claims                 | 294 |  |   | (219 | ) |   | — |  |   | 75 |  |
| Provision for labor and social security risks | 235 |  |   | (195 | ) |   | — |  |   | 40 |  |
| Provision for collective bargaining           | 52 |  |   | 44 |  |   | — |  |   | 96 |  |
| Provision for employee termination            | 43 |  |   | 33 |  |   | — |  |   | 76 |  |
| Deferred asset recorded for tax purposes      | 97 |  |   | (97 | ) |   | — |  |   | — |  |
| Other temporary additions                     | 590 |  |   | (248 | ) |   | — |  |   | 342 |  |
| Total assets                                  | 2,982 |  |   | (1,611 | ) |   | — |  |   | 1,371 |  |
|                                          |   |   |   |   |   |   |   |
| Incentive depreciation, Law 11,774            | (526 | ) |   | 95 |  |   | — |  |   | (431 | ) |
| Deemed cost of property, plant and equipment  | (4,610 | ) |   | 687 |  |   | — |  |   | (3,923 | ) |
| Retirement benefit plan                       | (150 | ) |   | (35 | ) |   | (33 | ) |   | (218 | ) |
| Discount to present value - Fundopem          | — |  |   | (754 | ) |   | — |  |   | (754 | ) |
| Total liabilities                             | (5,286 | ) |  | (7 | ) |  | (33 | ) |  | (5,326 | ) |
| Total recognized in the year                  | (2,304 | ) |  | (1,618 | ) |  | (33 | ) |  | (3,955 | ) |
|                                          |   |   |   |   |   |   |   |

|     |                           |
|-----|---------------------------|
| 22. | FINANCE INCOME (EXPENSES) |

|                                                                     |
|---------------------------------------------------------------------|
|                                                                     |  |  |  |  |  |  |  |  |
|                                                                | 2014 |   | 2013 |   | 2012 |
| Finance income                                                      | Unaudited |   |   |   | Unaudited |
|    Interest on short-term investments                | 14,257 |  |   | 8,652 |  |   | 7,440 |  |
|    Interest received and discounts obtained          | 886 |  |   | 259 |  |   | 946 |  |
|    Discount to present value - FUNDOPEM              | — |  |   | — |  |   | 3,003 |  |
|    Discount to present value of trade receivables    | 5,079 |  |   | 4,421 |  |   | 3,665 |  |
|                                                                | 20,222 |  |   | 13,332 |  |   | 15,054 |  |
| Finance expenses                                                    |   |   |   |   |   |
|    Interest on borrowings and financing              | (9,075 | ) |   | (6,995 | ) |   | (5,545 | ) |
|    Bank expenses                                     | (1,150 | ) |   | (620 | ) |   | (1,427 | ) |
| Discount to present value - FUNDOPEM                                | (47 | ) |   | (190 | ) |   | — |  |
|    Discount to present value of trade payables       | (1,408 | ) |   | (1,233 | ) |   | (782 | ) |
|                                                                | (11,680 | ) |   | (9,038 | ) |   | (7,754 | ) |
| Foreign exchange gains                                              |   |   |   |   |   |
|    Exchange gains on items classified in liabilities | 2,889 |  |   | 3,852 |  |   | 3,163 |  |
|    Exchange losses on items classified in assets     | (2,889 | ) |   | (3,153 | ) |   | (2,675 | ) |
|                                                                | — |  |   | 699 |  |   | 488 |  |
|                                                                |   |   |   |   |   |
| Finance income (expenses), net                                      | 8,542 |  |   | 4,993 |  |   | 7,788 |  |

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|     |                                         |
|-----|-----------------------------------------|
| 23. |  SUPPLEMENTAL CASH FLOW INFORMATION |

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|              |
|--------------|
|              |  |  |
| (3) Exhibits |
|         |   |   |
| 3-a          |   | Restated Articles of Incorporation of Meritor, filed as Exhibit 4.01 to Meritor’s Registration Statement on Form S-4, as amended (Registration Statement No. 333-36448), is incorporated herein by reference. |
|         |   |   |
| 3-a-1        |   | Articles of Amendment of Restated Articles of Incorporation of the Company filed as Exhibit 3-a-1 to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 3, 2011, is incorporated herein by reference. |
|         |   |   |
| 3-b          |   | By-laws of Meritor, filed as Exhibit 3 to Meritor's Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2003, is incorporated herein by reference. |
| 3-b-1        |   | Amendments to By-laws of Meritor effective April 29, 2015, filed as Exhibit 3-b-1 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference. |
|         |   |   |
| 3-b-2        |   | Amended and Restated By-laws of Meritor effective April 29, 2015, filed as Exhibit 3-b-2 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference. |
|         |   |   |
| 4-a          |   | Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor's Registration Statement on Form S-3 (Registration No. 333- 49777), is incorporated herein by reference. |
|         |   |   |
| 4-a-1        |   | First Supplemental Indenture, dated as of July 7, 2000, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-b-1 to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 2000, is incorporated herein by reference. |
|         |   |   |
| 4-a-2        |   | Third Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.2 to Meritor’s Current Report on Form 8-K, filed on June 27, 2006, is incorporated herein by reference. |
|         |   |   |
| 4-a-3        |   | Sixth Supplemental Indenture, dated as of May 31, 2013, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor's current report on Form 8-K filed on May 31, 2013 is incorporated herein by reference. |
|         |   |   |
| 4-a-4        |   | Seventh Supplemental Indenture, dated as of February 13, 2014, to the Indenture, dated as of April 1, 1998, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4.1 to Meritor's current report on Form 8-K filed on February 13, 2014, is incorporated herein by reference. |
|         |   |   |
| 4-b          |   | Indenture, dated as of March 7, 2006 between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee, filed as Exhibit 4.1 to Meritor's current report on Form 8-K files on March 9, 2006 is incorporated herein by reference. |
|         |   |   |

----

|         |
|---------|
|         |  |  |
| 4-b-1   |   | First Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of March 7, 2006, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.1 to Meritor's current report on Form 8-K, filed on June 27, 206 is incorporated herein by reference. |
|    |   |   |
| 4-c     |   | Indenture, dated as of February 8, 2007, between Meritor and The Bank of New York Mellon Trust Company, N.A. (as successor to The Bank of New York Trust Company, N.A.), as trustee (including the note and form of subsidiary guaranty), filed as Exhibit 4-a to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2007, is incorporated herein by reference. |
|    |   |   |
| 4-d     |   | Indenture, dated as of December 4, 2012, between Meritor and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of the note and form of subsidiary guaranty), filed as Exhibit 4.1 to Meritor’s Current Report on Form 8-K filed on December 4, 2012, is incorporated herein by reference. |
|    |   |   |
| 10-a-1  |   | Second Amendment and Restatement Agreement relating to Second Amended and Restated Credit Agreement, dated as of February 13, 2014, among Meritor, ArvinMeritor Finance Ireland (“AFI”), the financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on February 18, 2014, is incorporated herein by reference |
|    |   |   |
| 10-a-2  |   | Second Amended and Restated Pledge and Security Agreement, dated as of February 13, 2014, by and among Meritor, the subsidiaries named therein and JPMorgan Chase Bank, N.A., as Administrative Agent, filed as Exhibit 10.2 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2014, is incorporated herein by reference |
|    |   |   |
| 10-a-3  |   | Amendment No. 1 to Second Amended and Restated Credit Agreement and Second Amended and Restated Pledge and Security Agreement, dated as of September 12, 2014, among Meritor, AFI, the financial institutions party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent filed as Exhibit 10.1 to Meritor’s Current Report on Form 8-K filed on September 15, 2014, is incorporated herein by reference. |
|    |   |   |
| 10-a-4  |   | Fourth Amendment to the Receivables Purchase Agreement dated as of October 15, 2014 by and among Arvin Meritor Receivables Corporation, as Seller, Meritor, Inc., as Initial Servicer, and PNC Bank, National Association, as Related Committed Purchaser, as LC Participant, as a Purchase Agent, as LC Bank and as Administrator, filed as Exhibit 10-a to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2014, is incorporated herein by reference. |
|    |   |   |
| 10-a-5  |   | Compensation Letter for Jeffrey A. Craig dated April 29, 2015, filed as Exhibit 10-a-1 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference. |
|    |   |   |
| 10-a-6  |   | Amended and Restated Employment Letter between Meritor and Jeffrey A. Craig dated April 29, 205, filed as Exhibit 10-a-2 to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2015, is incorporated herein by reference. |
|    |   |   |
| *10-b   |   | 1997 Long-Term Incentives Plan, as amended and restated, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on April 20, 2005, is incorporated herein by reference. |
|    |   |   |
| *10-b-1 |   | Form of Option Agreement under the 1997 Long-Term Incentives Plan, filed as Exhibit 10(a) to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1998 (File No. 1-13093), is incorporated herein by reference. |
|    |   |   |
| 10-b-2  |   | Amendment No. 6 dated as of December 16, 2014 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), LLC (formerly known as Meritor Heavy Vehicle Braking Systems (USA), Inc.), Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No. 7 IC, an incorporated cell of Viking Global Finance ICC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2014, is incorporated herein by reference. |
|    |   |   |

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|         |
|---------|
|         |  |  |
| *10-c   |   | 2007 Long-Term Incentive Plan, as amended, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2007, is incorporated herein by reference. |
|    |   |   |
| *10-c-1 |   | Form of Restricted Stock Agreement under the 2007 Long-Term Incentive Plan, filed as Exhibit 10-c-1 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2007, is incorporated herein by reference. |
|    |   |   |
| *10-c-2 |   | Option Agreement under the 2007 Long-Term Incentive Plan between Meritor and Charles G. McClure filed as Exhibit 10-c to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008, is incorporated herein by reference. |
|    |   |   |
| *10-d   |   | Description of Compensation of Non-Employee Directors filed as Exhibit 10-d to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 2012 is incorporated herein by reference. |
|    |   |   |
| *10-e   |   | 2004 Directors Stock Plan, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the quarterly period ended March 28, 2004, is incorporated herein by reference. |
|    |   |   |
| *10-e-1 |   | Form of Restricted Share Unit Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-3 to Meritor’s Annual Report on Form 10-K for the fiscal year ended October 3, 2004, is incorporated herein by reference. |
|    |   |    |
| *10-e-2 |   | Form of Restricted Stock Agreement under the 2004 Directors Stock Plan, filed as Exhibit 10-c-4 to Meritor’s Annual Report on Form 10-K for the fiscal year ended October 2, 2005, is incorporated herein by reference. |
|    |   |   |
| *10-f** |   | 2010 Long-Term Incentive Plan, as amended and restated as of January 23, 2014. |
|    |   |   |
| *10-f-1 |   | Form of Restricted Stock Unit Agreement for Employees under 2010 Long-Term Incentive Plan, filed as Exhibit 10.2 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 3, 2010, is incorporated herein by reference. |
|    |   |   |
| *10-f-2 |   | Form of Restricted Stock Unit Agreement for Directors under 2010 Long-Term Incentive Plan, filed as Exhibit 10.3 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 3, 2009, is incorporated herein by reference. |
|    |   |   |
| *10-f-3 |   | Form of Restricted Stock Agreement for Directors under 2010 Long-term Incentive Plan, filed as Exhibit 10.4 to Meritor’s Report on Form 10-Q for the fiscal quarter ended January 3, 2010, is incorporated herein by reference. |
|    |   |   |
| *10-f-4 |   | Description of Performance Goals for fiscal years 2014-2016 established in connection with Performance Plans under the 2010 Long Term Incentive Plan, filed as Exhibit 10-b-3 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 29, 2013 (the “2013 Form 10-K”), is incorporated herein by reference. |
|    |   |   |
| *10-f-5 |   | Form of Performance Share Agreement under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-8 to the 2013 Form 10-K, is incorporated herein by reference. |
|    |   |   |
| *10-f-6 |   | Form of Restricted Stock Unit Agreement for Employees for grants on or after December 1, 2013 under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-9 to the 2013 Form 10-K, is incorporated herein by reference |
|    |   |   |
| *10-f-7 |   | Form of Restricted Stock Unit Agreement for Directors for grants on or after January 23, 2014 under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-10 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2014, is incorporated herein by reference. |
|    |   |   |

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|         |
|---------|
|         |  |  |
| *10-f-8 |   | Form of Restricted Stock Agreement for Directors for grants on or after on or after January 23, 2014 under 2010 Long-Term Incentive Plan, as amended, filed as Exhibit 10-e-11 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2014, is incorporated herein by reference. |
|    |   |   |
| *10-g   |   | Incentive Compensation Plan, as amended and restated, filed as Exhibit 10.6 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2010, is incorporated herein by reference. |
|    |   |   |
| *10-g-1 |   | Description of Annual Incentive Goals established for fiscal year 2014 under the Incentive Compensation Plan, filed as Exhibit 10-b-4 to the 2013 Form 10-K, is incorporated herein by reference. |
|    |   |   |
| *10-h   |   | Deferred Compensation Plan, filed as Exhibit 10-e-1 to Meritor's Annual Report on Form 10-K for the fiscal year ended September 30, 1998 (File No. 1-13093), is incorporated herein by reference. |
|    |   |   |
| *10-i   |   | Form of Deferred Share Agreement, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2005, is incorporated herein by reference. |
|    |   |   |
| *10-j   |   | Copy of resolution of the Board of Directors of Meritor, adopted on July 6, 2000, providing for its Deferred Compensation Policy for Non-Employee Directors, filed as Exhibit 10-f to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000, is incorporated herein by reference. |
|    |   |   |
| 10-k    |   | Receivables Purchase Agreement dated as of October 29, 2010, by and among ArvinMeritor Mascot, LLC, Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC, as sellers, an affiliate of Nordea Bank AB known as Viking Asset Purchaser No 7 IC, an incorporated cell of Viking Global Finance ICC, an incorporated cell company incorporated under the laws of Jersey (“Viking Asset Purchaser No 7 IC”), as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-c to Meritor’s Current Report on Form 8-K filed on November 2, 2010, is incorporated herein by reference. |
|    |   |   |
| 10-k-1  |   | Amendment No. 1 dated as of June 28, 2011 to Receivables Purchase Agreement dated as of October 29, 2010, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC (formerly known as ArvinMeritor Mascot, LLC), as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011, is incorporated herein by reference. |
|    |   |   |
| 10-k-2  |   | Amendment No. 2 dated as of September 28, 2011 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2014, is incorporated herein by reference. |
|    |   |   |
| 10-k-3  |   | Amendment No. 3 dated as of September 28, 2012 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-m-9 to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012, is incorporated herein by reference |
|    |   |   |
| 10-k-4  |   | Amendment No. 4 dated as of October 29, 2013 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-m-18 to the 2013 Form 10-K, is incorporated herein by reference. |
|    |   |   |
| 10-k-5  |   | Amendment No. 5 dated as of June 27, 2014 to Receivables Purchase Agreement dated as of October 29, 2010, as amended, by and among Meritor Heavy Vehicle Braking Systems (USA), Inc., Meritor Heavy Vehicle Systems, LLC and Meritor Aftermarket USA, LLC, as sellers, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b-1 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2014, is incorporated herein by reference. |

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|        |
|--------|
|        |  |  |
|   |   |   |
| 10-l   |   | Receivables Purchase Agreement dated as of June 28, 2011, by and among Meritor HVS AB, as seller, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2011, is incorporated herein by reference. |
|   |   |   |
| 10-l-1 |   | Extension Letter dated June 10, 2013 from Meritor HVS AB to Viking Asset Purchaser No. 7 IC and Citicorp Trustee Company Limited, filed as Exhibit 10-d to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013, is incorporated herein by reference. |
|   |   |   |
| 10-l-2 |   | Amendment No. 1 to Receivables Purchase Agreement dated as of June 28, 2011 among Meritor HVS AB, as seller, Viking Asset Purchaser No 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-c to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2013, is incorporated herein by reference. |
|   |   |   |
| 10-l-3 |   | Extension Letter dated June 27, 2014 from Meritor HVS AB to Viking Asset Purchaser No. 7 IC and Citicorp Trustee Company Limited, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2014, is incorporated herein by reference. |

|        |
|--------|
|        |  |  |
| 10-m   |   | Receivable Purchase Agreement dated February 2, 2012 between Meritor Heavy Vehicle Braking Systems (UK) Limited, as seller, and Viking Asset Purchaser No. 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-m-1 |   | Extension dated January 24, 2013 of Receivable Purchase Agreement dated February 2, 2012 between Meritor Heavy Vehicle Braking Systems (UK) Limited, as seller, and Viking Asset Purchaser No. 7 IC, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-d to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-n   |   | Receivables Purchase Agreement dated June 18, 2012 between Meritor Heavy Vehicle Systems Cameri S.P.A., as seller, and Nordea Bank AB (pbl), as purchaser, filed as Exhibit 10-d to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-o   |   | Receivables Purchase Agreement dated June 18, 2012 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as initial servicer, the various Conduit Purchasers, Related Committed Purchasers, LC Participants and Purchaser Agents from time to time party thereto, and PNC Bank, National Association, as issuers of Letters of Credit and as Administrator, filed as Exhibit 10-b to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-o-1 |   | First Amendment to Receivables Purchase Agreement dated as of December 14, 2012 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as initial servicer, PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank and as Administrator, and Market Street Funding, LLC, as a Conduit Purchaser, filed as Exhibit 10-a to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-o-2 |   | Second Amendment to Receivables Purchase Agreement dated June 21, 2013 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as initial servicer, PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank and as Administrator, and Market Street Funding LLC, as a Conduit Purchaser, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on June 21, 2013, is incorporated herein by reference. |
|   |   |   |
| 10-o-3 |   | Third Amendment to Receivables Purchase Agreement dated as of October 11, 2013 among ArvinMeritor Receivables Corporation, as seller, Meritor, Inc., as servicer, PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank, as Administrator and as Assignee, and Market Street Funding LLC, as Conduit Purchaser and as Assignor, filed as Exhibit 10-m-16 to the 2013 Form 10-K, is incorporated herein by reference. |
|   |   |   |

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|        |
|--------|
|        |  |  |
| 10-o-4 |   | Fourth Amendment to the Receivables Purchase Agreement dated as of October 15, 2014, by and among ArvinMeritor Receivables Corporation, as Seller, Meritor, Inc., as Initial Servicer, and PNC Bank, National Association, as a Related Committed Purchaser, as an LC Participant, as a Purchaser Agent, as LC Bank and as Administrator, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on October 20, 2014, is incorporated herein by reference. |
|   |   |   |
| 10-p   |   | Fourth Amended and Restated Purchase and Sale Agreement dated June 18, 2012 among Meritor Heavy Vehicle Braking Systems (USA), LLC, and Meritor Heavy Vehicle Systems, LLC, as originators, Meritor, Inc., as initial servicer, and ArvinMeritor Receivables Corporation, as buyer, filed as Exhibit 10-a to the Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-p-1 |   | Letter Agreement relating to Fourth Amended and Restated Receivables Purchase Agreement dated as of December 14, 2012 among Meritor Heavy Vehicle Braking Systems (USA), LLC, Meritor Heavy Vehicle Systems, LLC, ArvinMeritor Receivables Corporation, Meritor, Inc. and PNC Bank, National Association, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 30, 2012, is incorporated herein by reference. |
|   |   |   |
| 10-q   |   | Amendment, dated July 25, 2007, to Receivables Purchase Agreement dated March 13, 2006 between Meritor HVS AB, as seller, and Nordic Finance Limited, as purchaser, and Citicorp Trustee Company Limited, as programme trustee, filed as Exhibit 10-v to Meritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2008, is incorporated herein by reference. |
|   |   |   |
| 10-r   |   | Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and 81 Acquisition LLC (as Buyer), filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on August 5, 2010, is incorporated herein by reference. |
|   |   |   |
| 10-r-1 |   | First Amendment dated as of December 6, 2010 to Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and 81 Acquisition LLC (as Buyer), filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed December 8, 2010, is incorporated herein by reference. |
|   |   |   |
| 10-r-2 |   | Second Amendment dated as of January 3, 2011 to Purchase and Sale Agreement dated as of August 3, 2010 among Meritor France (as Seller), Meritor, Inc. (as Seller Guarantor) and Inteva Products Holding Coöperatieve U.A., as assignee of 81 Acquisition LLC (as Buyer), as amended, filed as Exhibit 10 to Meritor’s Current Report on Form 8-K filed on January 3, 2011, is incorporated herein by reference. |
|   |   |   |
| 10-s   |   | Purchase and Sale Agreement dated August 4, 2009 among Meritor, Iochpe-Maxion, S.A. and the other parties listed therein, filed as Exhibit 10 to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2009, is incorporated herein by reference. |
|   |   |   |
| *10-t  |   | Employment Agreement between Meritor, Inc. and Jeffrey Craig dated May 1, 2013, filed as Exhibit 10-c to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, is incorporated herein by reference. |
|   |   |   |
| *10-u  |   | Employment Agreement between Meritor, Inc. and Kevin Nowlan dated May 1, 2013, filed as Exhibit 10-f to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, is incorporated herein by reference. |
|   |   |   |
| *10-v  |   | Letter Agreement dated as of June 5, 2013 between Meritor, Inc. and Ivor J. Evans filed as Exhibit 10-a to Meritor’s Current Report on Form 8-K filed on June 5, 2013, is incorporated herein by reference. |
|   |   |   |
| *10-w  |   | Letter Agreement dated as of September 11, 2013 between Meritor, Inc. and Ivor J. Evans filed as Exhibit 10-a to Meritor’s Current Report on Form 8-K filed on September 11, 2013, is incorporated herein by reference. |
|   |   |   |
| *10-x  |   | Option Grant agreement dated as of September 11, 2013 between Meritor, Inc. and Ivor J. Evans, filed as Exhibit 10-z to the 2013 Form 10-K, is incorporated herein by reference. |
|   |   |   |

----

|         |
|---------|
|         |  |  |
| *10-y   |   | Form of Performance Share Agreement for grant from Meritor, Inc. to Jeffrey Craig on December 1, 2013, filed as Exhibit 10-zz to the 2013 Form 10-K, is incorporated herein by reference. |
|    |   |   |
| *10-z   |   | Employment Agreement between Meritor, Inc. and Vernon G. Baker, II dated May 1, 2013, filed as Exhibit 10-b to Meritor’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013, is incorporated herein by reference. |
|    |   |   |
| *10-z-1 |   | Letter Agreement dated January 27, 2014 between Meritor, Inc. and Vernon G. Baker, II, filed as Exhibit 10.1 to Meritor’s Current Report on Form 8-K filed on January 27, 2014, is incorporated herein by reference. |
|    |   |   |
| *10-z-2 |   | Support Services Agreement dated January 27, 2014 between Meritor, Inc. and Vernon G. Baker, II, filed as Exhibit 10.2 to Meritor’s Current Report on Form 8-K filed on January 27, 2014, is incorporated herein by reference. |
|    |   |   |
| *10-aa  |   | Letter Agreement, dated as of February 1, 2014 between Meritor, Inc. and Sandra J. Quick, filed as Exhibit 10-aa to the 2014 10-K, is incorporated herein by reference. |
|    |   |   |
| 12      |   | Computation of ratio of earnings to fixed charges, filed as Exhibit 12 to the 2014 10-K, is incorporated herein by reference. |
|    |   |   |
| 21      |   | List of Subsidiaries of Meritor, Inc., filed as Exhibit 21 to the Meritor's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2014, is incorporated herein by reference. |
|    |   |    |
| 23-a    |   | Consent of Sandra J. Quick, Esq., Senior Vice President, General Counsel and Secretary, filed as Exhibit 23-a to the 2014 10-K, is incorporated herein by reference. |
|    |   |      |
| 23-b    |   | Consent of Deloitte & Touche LLP, independent registered public accounting firm, filed as Exhibit 23-b to the 2014 10-K, is incorporated herein by reference. |
|    |   |       |
| 23-c    |   | Consent of Bates White LLC, filed as Exhibit 23-c to the 2014 10-K, is incorporated herein by reference. |
|    |   |   |
| 23-d    |   | Consent of Deloitte & Touche LLP,  independent auditors, relating to the financial statements of Meritor WABCO Vehicle Control Systems, filed as Exhibit 23-d to the 2014 10-K/A, is incorporated herein by reference |
|    |   |   |
| 23-e**  |   | Consent of Deloitte & Touche Independent Auditors relating to the financial statements of Master Sistemas Automotivos Ltda. |
|    |   |   |
| 24      |   | Power of Attorney authorizing certain persons to sign the Annual Report on Form 10-K on behalf of certain directors and officers of Meritor, filed as Exhibit 24 to the 2014 10-K, is incorporated herein by reference. |
|    |   |   |
| 31-a**  |   | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act. |
|    |   |    |
| 31-b**  |   | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act. |
|    |   |    |
| 32-a**  |   | Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350. |
|    |   |      |
| 32-b**  |   | Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350. |

|               |
|---------------|
|               |  |  |
|          |   |       |
| 101.INS       |  | XBRL INSTANCE DOCUMENT |
|          |   |   |
| 101.SCH       |  | XBRL TAXONOMY EXTENSION SCHEMA |
|          |   |   |
| 101.PRE       |  | XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE |
|          |   |   |
| 101.LAB       |  | XBRL TAXONOMY EXTENSION LABEL LINKBASE |
|          |   |   |
| 101.CAL  |  | XBRL TAXONOMY EXTENSION CALCULATION LINKBASE |
|          |   |   |
| 101.DEF  |  | XBRL TAXONOMY EXTENSION DEFINITION LINKBASE |

----

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|                                |
|--------------------------------|
|                                |  |  |  |  |
|       |   | MERITOR, INC. |
|                           |   |   |   |   |
| Date:                          | June 17, 2015 | By:        | /s/ | Sandra J. Quick |
|                           |   |   |   | Sandra J. Quick |
|                           |   |   |   | Senior Vice President, General Counsel, and Corporate Secretary |
|                           |   |   |   | (For the registrant) |
|                           |   |   |   |   |
|                           |   |   |   |   |
| Date:                          | June 17, 2015 | By: | /s/ | Kevin A. Nowlan |
|                           |   |   |   | Kevin A. Nowlan |
|                           |   |   |   | Senior Vice President and Chief Financial Officer |